Here’s an excellent article on local counsel’s role in local government financing. I think this is a succinct roadmap of how local counsel should approach a transaction. Local counsel isn’t supposed to check everyone’s work, but there are certain ways the local counsel can participate that will benefit the client and make the whole transaction go more smoothly. I recommend the entirety of this short article, but let me hit two highlights –
If you don’t understand something, chances are your client doesn’t either – and when it comes to finance matters, the lawyer isn’t necessarily supposed to – so it can be easier for the lawyer to ask questions. Finance officers may feel more constrained about admitting they don’t know something.
Charge for your work – we bond lawyers are happy to back up a local attorney who’s actively participated and wants to be paid for the work.
And one point that I would have emphasized on the original list – you may be very surprised by how little your clients are actually reading of the financing documents. They may well understand all the business points and reasonably trust all the other participants, but someone should be reading the documents. Often the attorney really is the person in the best position to read and understand the documents, and then to discuss them with the finance officer. At least, the attorney should carry out its responsibility to take the initiative to understand the client’s expectations on this point.